<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended JUNE 30, 1998
Commission File Number 0-09262
REAL ESTATE ASSOCIATES LIMITED
(A California Limited Partnership)
I.R.S. Employer Identification No. 95-3187912
9090 WILSHIRE BLVD., SUITE 201,
BEVERLY HILLS, CALIF. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
<PAGE> 2
REAL ESTATE ASSOCIATES LIMITED
(a California limited partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Balance Sheets, June 30, 1998 and December 31, 1997 ...............1
Statements of Operations,
Six and Three Months Ended June 30, 1998 and 1997 ..........2
Statement of Partner's Equity (Deficiency),
Six Months Ended June 30, 1998..............................3
Statements of Cash Flows
Six Months Ended June 30, 1998 and 1997 ....................4
Notes to Financial Statements .....................................5
Item 2.Management's Discussion and Analysis of Financial
Condition and Results of Operations ...............11
PART II. OTHER INFORMATION
Item 1.Legal Proceedings.................................................13
Item 6.Exhibits and Reports on Form 8-K .................................13
Signatures...............................................................14
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
ASSETS
<TABLE>
<CAPTION>
1998
(Unaudited) 1997
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,458,828 $ 1,319,976
CASH AND CASH EQUIVALENTS (Note 1) 397,950 544,863
----------- -----------
TOTAL ASSETS $ 1,856,778 $ 1,864,839
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable (Note 3) $ 100,595 $ 89,279
Accrued fees and expenses due
general partner (Notes 3 and 5) 203,670 181,333
----------- -----------
304,265 270,612
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (111,545) (111,127)
Limited partners 1,644,058 1,705,354
----------- -----------
1,552,513 1,594,227
----------- -----------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 1,856,778 $ 1,864,839
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
SIX AND THREE MONTHS ENDED JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Six months Three months Six months Three months
ended ended ended ended
June 30, 1998 June 30, 1998 June 30, 1997 June 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INTEREST AND OTHER INCOME $ 7,342 $ 3,514 $ 13,544 $ 3,804
--------- --------- --------- ---------
OPERATING EXPENSES:
Legal and accounting 52,035 28,745 27,468 17,402
Management fees - general partner (Note 3) 203,670 101,835 203,670 101,835
Administrative (Notes 2 and 3) 142,992 81,311 34,766 14,955
--------- --------- --------- ---------
Total operating expenses 398,697 211,891 265,904 134,192
--------- --------- --------- ---------
LOSS FROM OPERATIONS (391,355) (208,377) (252,360) (130,388)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 207,041 159,625 131,025 69,819
EQUITY IN INCOME OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) 142,600 71,300 166,600 83,300
--------- --------- --------- ---------
NET (LOSS) INCOME $ (41,714) $ 22,548 $ 45,265 $ 22,731
========= ========= ========= =========
NET (LOSS) INCOME PER LIMITED
PARTNERSHIP INTEREST (Note 1) $ (3) $ 1 $ 3 $ 1
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
---------- ---------- ----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 16,505
==========
EQUITY (DEFICIENCY),
January 1, 1998 $ (111,127) $1,705,354 $1,594,227
Net loss for the six months
ended June 30, 1998 451 (41,297) (41,714)
---------- ---------- ----------
EQUITY (DEFICIENCY),
June 30, 1998 $ (111,545) $1,664,058 $1,552,513
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (41,714) $ 45,265
Adjustments to reconcile net income to net cash
used in operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (142,600) (166,600)
Increase in accrued fees and expenses
due general partner 22,337 118,671
Increase in accounts payable 11,316 (4,358)
--------- ---------
Net cash used in operating activities (150,661) (7,022)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnership
recognized as return of capital 9,481 10,481
Capital contribution to limited partnerships (5,733) --
--------- ---------
Net cash provided by investing activities 3,748 10,481
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (146,913) 3,459
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 544,863 376,976
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 397,950 $ 380,435
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual audited
financial statements; accordingly, the financial statements included herein
should be reviewed in conjunction with the financial statements and related
notes thereto contained in the annual report for the year ended December
31, 1997 prepared by Real Estate Associates Limited (the "Partnership.")
Accounting measurements at interim dates inherently involve greater
reliance on estimates than at year end. The results of operations for the
interim period presented are not necessarily indicative of the results for
the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position as
of June 30, 1998, and the results of operations for the six and three
months then ended and changes in cash flows for the six months then ended.
The general partners have a 1 percent interest in profits and losses of the
Partnership. The limited partners have the remaining 99 percent interest
which is allocated in proportion to their respective individual
investments. National Partnership Investments Corp. (NAPICO) is the
corporate general partner of the Partnership. NAPICO is a wholly owned
subsidiary of Casden Investment Corporation, which is wholly owned by Alan
I. Casden.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the equity
method. Acquisition, selection fees and other costs related to the
acquisition of the projects have been capitalized to the investment account
and are being amortized on a straight line basis over the estimated lives
of the underlying assets, which is generally 30 years.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
NET INCOME PER LIMITED PARTNERSHIP INTEREST
Net income per limited partnership interest was computed by dividing the
limited partners' share of net income by the number of limited partnership
interests outstanding during the year. The number of limited partnership
interests was 16,505 for the periods presented.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of deposit
with an original maturity of three months or less. The Partnership has its
cash and cash equivalents on deposit primarily with two high credit quality
financial institutions. Such cash and cash equivalents are in excess of the
FDIC insurance limit.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 18 limited
partnerships. The limited partnerships own residential low income rental
projects consisting of 1,969 apartment units. The mortgage loans of these
projects are insured by the United States Department of Housing and Urban
Development ("HUD") or state governmental agencies.
The Partnership, as a limited partner, is entitled from 50 percent to 99
percent of the profits and losses in the limited partnerships.
Equity in losses of limited partnerships are recognized in the financial
statements until the limited partnership investment account is reduced to a
zero balance. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED):
Distributions from the limited partnerships are accounted for as a return
of capital until the investment balance is reduced to zero. Subsequent
distributions received are recognized as income.
The following is a summary of the investments in limited partnerships for
the six months ended June 30, 1998:
<TABLE>
<S> <C>
Balance, beginning of period $1,319,976
Capital contribution 5,733
Amortization acquisition costs (1,400)
Cash distribution recognized as return of capital (9,481)
Equity in income of limited partnerships 144,000
----------
Balance, end of period $1,458,828
==========
</TABLE>
The following are unaudited combined estimated statements of operations for
the six and three months ended June 30, 1998 and 1997 for the limited
partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>
Six months Three months Six months Three months
ended ended ended ended
June 30, 1998 June 30, 1998 June 30, 1997 June 30,1997
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
REVENUES
Rental and other $8,468,000 $4,234,000 $8,476,000 $4,238,000
---------- ---------- ---------- ----------
EXPENSES
Depreciation 1,326,000 663,000 1,304,000 652,000
Interest 2,266,000 1,133,000 2,468,000 1,234,000
Operating 4,726,000 2,363,000 4,418,000 2,209,000
------------ ----------- ------------ -----------
8,318,000 4,159,000 8,190,000 4,095,000
------------ ----------- ------------ -----------
NET INCOME $ 150,000 $ 75,000 $ 286,000 $ 143,000
============ ============ ============ ===========
</TABLE>
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED):
Under recently adopted law and policy, HUD has determined not to renew
housing assistance payments contracts ("HAP Contracts") on their existing
terms. In connection with renewals of the HAP Contracts under such new law
and policy, the amount of rental assistance payments under renewed HAP
Contracts will be based on market rentals instead of above market rentals,
which was generally the case under existing HAP Contracts. As a result,
existing HAP Contracts that are renewed in the future on projects insured
by the Federal Housing Administration of HUD ("FHA") will not provide
sufficient cash flow to permit owners of properties to meet the debt
service requirements of these existing FHA-insured mortgages. In order to
address the reduction in payments under HAP Contracts as a result of this
new policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to HAP Contracts that have been renewed under the new
policy. The restructured loans will be held by the current lender or
another lender. Under MAHRAA, an FHA-insured mortgage loan can be
restructured to reduce the annual debt service on such loan. There can be
no assurance that the Partnership will be permitted to restructure its
mortgage indebtedness pursuant to the new HUD rules implementing MAHRAA or
that the Partnership would choose to restructure such mortgage indebtedness
if it were eligible to participate in the MAHRAA program. It should be
noted that there are uncertainties as to the economic impact on the
Partnership of the combination of the reduced payments under the HAP
Contracts and the restructuring of the existing FHA-insured mortgage loans
under MAHRAA. Accordingly, the General Partners are unable to predict with
certainty their impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of the properties in which the limited partnerships have invested
that are subject to HUD mortgages and which may be sold to the REIT as set
forth below. The Partnership has incurred expenses in connection with this
review by various third party professionals, including accounting, legal,
valuation, structural review and engineering costs, which amounted to
approximately $232,000 through June 30, 1998, including approximately
$112,000 for the six months ended June 30, 1998, which are included in
general and administrative expenses.
A real estate investment trust ("REIT") organized by affiliates of NAPICO
has advised the Partnership that it intends to make a proposal to purchase
from the Partnership certain of the limited partnership interests held for
investment by the Partnership.
The REIT proposes to purchase such limited partnership interests for cash,
which it plans to raise in connection with a private placement of its
equity securities. The purchase is subject to, among other things, (i)
consummation of such private placement by the REIT; (ii) the purchase of
the general partnership interests in the local limited partnerships by the
REIT; (iii) the approval of HUD and certain state housing finance agencies;
(iv) the consent of the limited partners to the sale of the local limited
partnership interests held for investment by REAL; and (v) the consummation
of a minimum number of purchase transactions with other NAPICO affiliated
partnerships. As of June 30, 1998, the REIT had completed buy-out
negotiations with a majority of the general partners of the local limited
partnerships.
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED):
A consent solicitation statement will be sent to the limited partners
setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of
various conflicts of interest in connection with the proposed transaction.
NOTE 3 - ACCRUED FEES AND EXPENSES DUE TO GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to NAPICO for an annual
management fee equal to 1/2 and 1 percent of the original invested assets
of the limited partnerships. Invested assets is defined as the costs of
acquiring project interests, including the proportionate amount of the
mortgage loans related to the Partnership's interest in the capital
accounts of the respective partnerships. The management fee incurred for
the six-month periods presented was $203,670.
The Partnership reimburses NAPICO for certain expenses. The reimbursement
paid to NAPICO was approximately $12,138 and $11,330 for the six months
ended June 30, 1998 and 1997, respectively, and is included in
administrative expenses.
As of June 30, 1998, the fees and expenses due NAPICO exceeded the
Partnership's cash. The general partner, during the forthcoming year, will
not demand payment of amounts due in excess of such cash or such that the
Partnership would not have sufficient operating cash.
NOTE 4 - CONTINGENCIES
The corporate general partner of the Partnership is a plaintiff in various
lawsuits and has also been named a defendant in other lawsuits arising from
transactions in the ordinary course of business. In the opinion of
management and the corporate general partner, the claims will not result in
any material liability to the Partnership.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no
significant actions are required to be taken by the Partnership to address
the issue and that the impact of the Year 2000 computer systems issue will
not materially affect the Partnership's future operating results or
financial condition.
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1998
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, when it is practicable to estimate
that value. The operations generated by the investee limited partnerships,
which account for the Partnership's primary source of revenues, are subject
to various government rules, regulations and restrictions which make it
impracticable to estimate the fair value of accrued fees and expenses due
general partner. The carrying amount of other assets and liabilities
reported on the balance sheets that require such disclosure approximates
fair value due to their short-term maturity.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds include interest income earned
from investing available cash and distributions from limited partnerships
in which the Partnership has invested. It is not expected that any of the
local limited partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to limited
partners in any material amount.
RESULTS OF OPERATIONS
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not
required for investment in local partnerships.
Operating expenses consist primarily of recurring general and
administrative expenses and professional fees for services rendered to the
Partnership. In addition, an annual Partnership management fee in an amount
equal to .5 percent of investment assets is payable to the corporate
general partner.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment balance
by its proportionate share of the income or loss of the local limited
partnerships. The equity in income of limited partnerships is received from
two investee limited partnerships. All other investee limited partnerships
have reduced their investment balances to zero and as a result thereof, the
Partnership does not recognize equity in losses from those investments in
accordance with the equity accounting method.
Distributions received from limited partnerships are recognized as return
of capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required.
Subsequent distributions received are recognized as income.
Except for certificates of deposit and money market funds, the
Partnership's investments are entirely interests in other limited
partnerships owning government assisted projects. Available cash is
invested in these funds earning interest income as reflected in the
statements of operations. These investments can be converted to cash to
meet obligations as they arise.
Under recently adopted law and policy, HUD has determined not to renew
housing assistance payments contracts ("HAP Contracts") on their existing
terms. In connection with renewals of the HAP Contracts under such new law
and policy, the amount of rental assistance payments under renewed HAP
Contracts will be based on market rentals instead of above market rentals,
which was generally the case under existing HAP Contracts. As a result,
existing HAP Contracts that are renewed in the future on projects insured
by the Federal Housing Administration of HUD ("FHA") will not provide
sufficient cash flow to permit owners of properties to meet the debt
service requirements of these existing FHA-insured mortgages. In order to
address the reduction in payments under HAP Contracts as a result of this
new policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject
11
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
to HAP Contracts that have been renewed under the new policy. The
restructured loans will be held by the current lender or another lender.
Under MAHRAA, an FHA-insured mortgage loan can be restructured to reduce
the annual debt service on such loan. There can be no assurance that the
Partnership will be permitted to restructure its mortgage indebtedness
pursuant to the new HUD rules implementing MAHRAA or that the Partnership
would choose to restructure such mortgage indebtedness if it were eligible
to participate in the MAHRAA program. It should be noted that there are
uncertainties as to the economic impact on the Partnership of the
combination of the reduced payments under the HAP Contracts and the
restructuring of the existing FHA-insured mortgage loans under MAHRAA.
Accordingly, the General Partners are unable to predict with certainty
their impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of the properties in which the limited partnerships have invested
that are subject to HUD mortgages and which may be sold to the REIT as set
forth below. The Partnership has incurred expenses in connection with this
review by various third party professionals, including accounting, legal,
valuation, structural review and engineering costs, which amounted to
approximately $232,000 through June 30, 1998, including approximately
$112,000 for the six months ended June 30, 1998, which are included in
general and administrative expenses.
A real estate investment trust ("REIT") organized by affiliates of NAPICO
has advised the Partnership that it intends to make a proposal to purchase
from the Partnership certain of the limited partnership interests held for
investment by the Partnership.
The REIT proposes to purchase such limited partnership interests for cash,
which it plans to raise in connection with a private placement of its
equity securities. The purchase is subject to, among other things, (i)
consummation of such private placement by the REIT; (ii) the purchase of
the general partnership interests in the local limited partnerships by the
REIT; (iii) the approval of HUD and certain state housing finance agencies;
(iv) the consent of the limited partners to the sale of the local limited
partnership interests held for investment by REAL; and (v) the consummation
of a minimum number of purchase transactions with other NAPICO affiliated
partnerships. As of June 30, 1998, the REIT had completed buy-out
negotiations with a majority of the general partners of the local limited
partnerships.
A consent solicitation statement will be sent to the limited partners
setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of
various conflicts of interest in connection with the proposed transaction.
12
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The corporate general partner is involved in various lawsuits. None of these are
related to the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of Item 7 of
regulation S-K.
13
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED
(A CALIFORNIA LIMITED PARTNERSHIP)
JUNE 30, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
/s/ BRUCE NELSON
-----------------------------------------
Bruce Nelson
President
Date: 8/14/98
--------------------------------------------
/s/ CHARLES H. BOXENBAUM
-----------------------------------------
Charles H. Boxenbaum
Chief Executive Officer
Date: 8/14/98
--------------------------------------------
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENT OF EARNINGS AND BALANCE SHEET AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 397,950
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 397,950
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,856,778
<CURRENT-LIABILITIES> 100,595
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,552,513
<TOTAL-LIABILITY-AND-EQUITY> 1,856,778
<SALES> 0
<TOTAL-REVENUES> 356,983
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 398,697
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (41,714)
<INCOME-TAX> 0
<INCOME-CONTINUING> (41,714)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (41,714)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
